0001144204-11-023005 Sample Contracts

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 11, 2011

Irrevocable Transfer Agent Instructions • April 19th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

• Contract Type
  Irrevocable Transfer Agent Instructions
• Filed
  April 19th, 2011
• Company
  Neomedia Technologies Inc
• Industry
  Services-computer integrated systems design

This letter shall serve as our irrevocable authorization and direction to WorldWide Stock Transfer, LLC (the “Transfer Agent”) to do the following:

NINTH RATIFICATION AGREEMENT

Ninth Ratification Agreement • April 19th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

• Contract Type
  Ninth Ratification Agreement
• Filed
  April 19th, 2011
• Company
  Neomedia Technologies Inc
• Industry
  Services-computer integrated systems design

YA GLOBAL INVESTMENTS, L.P., f/k/a Cornell Capital Partners, LP (the “Lender”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

Contract

Securities Purchase Agreement • April 19th, 2011 • Neomedia Technologies Inc • Services-computer integrated systems design

• Contract Type
  Securities Purchase Agreement
• Filed
  April 19th, 2011
• Company
  Neomedia Technologies Inc
• Industry
  Services-computer integrated systems design

THIS AGREEMENT (this “Agreement”), dated April 13, 2011 is entered into by and between NEOMEDIA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P. (the “Investor”).